Oregon generally requires most registered business entities to file an Annual Report with the Oregon Secretary of State, Corporation Division. This report updates the state with current information about your entity, helping to maintain its active status and good standing. The due date for this filing is unique: it is due annually by the anniversary date of your entity’s original formation or qualification in Oregon.
Why is it important to file? Maintaining good standing with the State of Oregon is crucial for your entity’s legal operation. Oregon has a specific approach to non-compliance for its annual reports: it typically does not impose direct monetary late fees on the annual report itself. Instead, failure to comply with these filing requirements can lead to more severe consequences, including:
- Inactive Status: If your Annual Report is not filed by the anniversary date, your entity will be given a 45-day grace period. If still not filed after this grace period, your entity will become “Inactive” in the public records.
- Administrative Dissolution/Revocation: An “Inactive” status is essentially the equivalent of administrative dissolution for domestic entities or revocation of authority for foreign entities.
- Loss of Liability Protection: For LLCs and corporations, an inactive status or administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
- Loss of Name Protection: Your entity’s name may become available for others to use if it becomes inactive.
- Inability to Conduct Business: An inactive or dissolved status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Oregon courts.
- Reinstatement Fee: To reactivate an “Inactive” entity, a $100.00 reinstatement fee is required in addition to filing all past due annual reports and paying any associated fees. This process can be time-consuming.
Specific Requirements by Entity Type in Oregon:
For All Entity Types (LLC, Corporation, Non-Profit, Partnership) in Oregon:
- Annual Report (Oregon Secretary of State, Corporation Division):
- Frequency: Annually.
- Due Date: By the anniversary date of your entity’s original formation or qualification in Oregon. (e.g., if formed July 15th, due by July 15th each year). You can typically file up to 45 days before the due date.
- Filing Method: Primarily filed online through the Oregon Business Registry Renewal/Annual Report portal.
- Information Required: Entity’s legal name, Oregon Registry Number, current principal office mailing address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations/non-profits; members/managers for LLCs; general partners for partnerships).
For Corporations (For-Profit & Professional) in Oregon:
In addition to the Annual Report:
- Annual Report Filing Fee: $100.00 for Domestic Corporations; $275.00 for Foreign Corporations.
- Late Penalties (Secretary of State): No direct late fee for the Annual Report, but a $100 reinstatement fee if the entity becomes inactive and needs to be reinstated.
- Oregon Corporate Excise (Income) Tax (Oregon Department of Revenue – Form OR-20 for C-Corps; Form OR-20-S for S-Corps):
- Frequency: Annually.
- Due Date: By the 15th day of the month following the due date of your federal corporation return. For calendar year C-corporations (federal due date April 15th), Oregon return is due May 15th. For calendar year S-corporations (federal due date March 15th), Oregon return is due April 15th.
- Minimum Tax: Oregon imposes a minimum excise tax of $150.00 on corporations doing business in Oregon, regardless of income. This is reported on the income tax forms.
- Tax Rate: Oregon has graduated corporate income/excise tax rates.
- Estimated Payments: Required if expected liability exceeds $500.
- Extensions: Oregon generally grants an automatic extension to file if a federal extension is filed. However, any tax due (including the minimum tax) must still be paid by the original due date to avoid penalties and interest. Late payment penalties are 5% of the unpaid tax due, plus interest.
For Limited Liability Companies (LLCs) in Oregon:
In addition to the Annual Report:
- Annual Report Filing Fee: $100.00 for Domestic LLCs; $250.00 for Foreign LLCs.
- Late Penalties (Secretary of State): No direct late fee for the Annual Report, but a $100 reinstatement fee if the entity becomes inactive and needs to be reinstated.
- Oregon Income Tax: LLCs are generally treated as pass-through entities for Oregon income tax purposes (unless they elect to be taxed as corporations).
- Single-Member LLCs (Disregarded): Income and losses are reported on the owner’s individual Oregon income tax return (Form OR-40 for residents, Form OR-40N for nonresidents). No separate state-level return is typically filed by the LLC itself.
- Multi-Member LLCs (Partnership-Taxed): If your LLC is a multi-member LLC taxed as a partnership, it generally needs to file Form OR-65, Oregon Partnership Income Return, with the Oregon Department of Revenue. This is an informational return. Nonresident member withholding or composite tax payment may apply.
- Minimum Tax for Partnerships (including LLCs taxed as partnerships): A minimum tax of $150.00 is imposed if the partnership was “doing business” in Oregon. This is reported on Form OR-65.
- Corporate-Taxed LLCs: If your LLC has elected to be taxed as a C-corporation or S-corporation for federal purposes, it will file Form OR-20 or OR-20-S respectively and be subject to Oregon corporate excise tax, including the minimum tax.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Oregon:
- Annual Report Requirement (Oregon Secretary of State):
- General Partnerships (GPs): Generally, GPs formed by agreement are NOT required to file an annual report with the Oregon Secretary of State.
- Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities ARE required to file an Annual Report.
- Due Date: By the anniversary date of your entity’s original formation or qualification in Oregon.
- Filing Fee: $100.00 for LPs, LLPs, LLLPs.
- Late Penalties (Secretary of State): No direct late fee, but a $100 reinstatement fee if the entity becomes inactive.
- Oregon Partnership Income Tax Return (Oregon Department of Revenue – Form OR-65):
- Frequency: Annually.
- Due Date: By the 15th day of the 3rd month following the close of your taxable year (e.g., March 15th for calendar year filers).
- Minimum Tax: A minimum tax of $150.00 is imposed on partnerships doing business in Oregon.
- Note: This is generally an informational return. Partnerships are usually pass-through entities, and the partners pay tax on their share of the income. Nonresident partner withholding or composite tax payment may apply.
- Extensions: Oregon generally grants an automatic extension to file if a federal extension is filed. This is an extension to FILE, not an extension to PAY; any tax due must still be paid by the original deadline to avoid interest and penalties.
For Non-Profit Corporations in Oregon, please also note the following:
In addition to the Secretary of State filing:
- Annual Report (Oregon Secretary of State, Corporation Division):
- Frequency: Annually.
- Due Date: By the anniversary date of your entity’s original formation or qualification in Oregon.
- Filing Fee: $50.00.
- Late Penalties (Secretary of State): No direct late fee for the Annual Report, but a $100 reinstatement fee if the entity becomes inactive and needs to be reinstated.
- Charitable Organization Registration and Annual Report (Oregon Department of Justice – Charitable Activities Section):
- If your non-profit solicits charitable contributions in Oregon or holds significant charitable assets, you must generally register and file an annual report with the Oregon Department of Justice, Charitable Activities Section, unless specifically exempt (e.g., certain religious organizations, or those receiving very low contributions).
- Due Date: Annually, within 4 months and 15 days after the close of the organization’s fiscal year (e.g., May 15th for a December 31st fiscal year-end). An extension of up to 180 days may be requested online.
- Filing Fee: The fee for the annual report (CT-12) is on a sliding scale based on the organization’s assets and revenue.
- Required Attachments: This renewal typically requires submitting a completed form and a copy of your federal IRS Form 990 series return. Audited financial statements may be required for larger organizations.
- Penalties: Failure to file can lead to the assessment of a delinquency fee and potentially further enforcement action.
- Oregon Exempt Organization Business Income Tax (Oregon Department of Revenue – Form OR-20 if applicable):
- Frequency: Annually, if applicable.
- Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, an Oregon Corporate Excise Tax return (Form OR-20) would be filed to report and pay tax on UBTI.
- No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from Oregon corporate excise tax purposes (unless it has UBTI).
- Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Oregon filings typically require verification or updating of the following:
- Your entity’s legal name and Oregon Registry Number.
- The current principal office mailing address.
- The name and physical street address of your Oregon Registered Agent.
- For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
- For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
- Updated contact information for the entity.
- For tax filings: Financial information (income, expenses, assets).
- For Non-Profits (Charitable Activities Section): Confirmation of your federal tax-exempt status, details regarding any charitable solicitation activities, and financial information for charitable reporting.
How can we assist you? We understand that navigating these compliance requirements, especially with Oregon’s “anniversary date” due dates and its unique approach to non-compliance for annual reports, can be complex. We are here to assist you with understanding and fulfilling your Oregon compliance obligations. Our services for these filings include:
- Determining your specific filing requirements and due dates.
- Gathering the necessary information.
- Preparing and accurately filing your Annual Reports with the Oregon Secretary of State.
- Assisting with the preparation and filing of your Oregon tax returns (e.g., corporate excise tax, partnership income return) (if applicable).
- Preparing and filing any applicable non-profit charitable registrations and annual reports with the Department of Justice.
- Arranging payment of the applicable fees/taxes.
- Confirming receipt and good standing with the Oregon Secretary of State and, if applicable, the Department of Revenue and Department of Justice.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Oregon compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
We look forward to hearing from you.
Sincerely,
SURYA PADHI, SURE FINANCIAL AND TAX SERVICES LLC